The actions were prompted by the build-up of credit enhancement dueto the full-turbo sequential structures of the transactions andnon-declining overcollateralization and reserve accounts.

The remaining net loss expectation for all the transactions isunchanged at 2.50% of the remaining pool balances. For all thetransactions, issuer has been substituting delinquent contractswith performing, seasoned collateral. When projecting the remainingnet loss, Moody's took into consideration the amount of substituteddelinquent contracts to date - 2.60% of the 2015-1 transaction'soriginal balance, 1.91% of the 2015-2 transaction's originalbalance, 0.99% of the 2016-1 transaction's original balance, and0.01% of the 2016-2 transaction's original balance -- and anaverage realized recovery rate for the small-ticket collateral.Moody's projected remaining loss assumes that no substitutions ofdelinquent collateral will occur in the future. The substitutionlimit for the delinquent contracts in all pools is 5.0%.

Below are key performance metrics (as of the February 2017distribution date) and credit assumptions for each affectedtransaction. The credit assumptions include Moody's remaining netloss expectation as a percentage of the current pool balance.Performance metrics include the pool factor (the ratio of thecurrent collateral balance and the original collateral balance atclosing); total hard credit enhancement (expressed as a percentageof the outstanding collateral pool balance), which typicallyconsists of subordination, overcollateralization, and reserve fundas applicable.

The principal methodology used in these ratings was "Moody'sApproach to Rating ABS Backed by Equipment Leases and Loans"published in December 2015.

Factors that would lead to an upgrade or downgrade of the ratings:

Up

Levels of credit protection that are greater than necessary toprotect investors against current expectations of loss could leadto an upgrade of the rating. Moody's current expectations of lossmay be better than its original expectations because of lowerfrequency of default by the underlying obligors or appreciation inthe value of the equipment that secure the obligor's promise ofpayment. The US macro economy and the equipment markets are primarydrivers of performance. Other reasons for better performance thanMoody's expected include changes in servicing practices to maximizecollections on the leases.

Down

Levels of credit protection that are insufficient to protectinvestors against current expectations of loss could lead to adowngrade of the ratings. Moody's current expectations of loss maybe worse than its original expectations because of higher frequencyof default by the underlying obligors of the loans or adeterioration in the value of the vehicles that secure theobligor's promise of payment. The US macro economy and theequipment markets are primary drivers of performance. Other reasonsfor worse performance than Moody's expected include poor servicing,error on the part of transaction parties, lack of transactionalgovernance and fraud.

Attentus II entered an Event of Default on April 14, 2009 due tothe failure of the Class A Overcollateralization Ratio to be equalto or greater than 102%. On April 21, 2009, the controlling classvoted to accelerate the transaction and directed the Trustee todeclare the principal of the notes to be immediately due andpayable. The public sale of the collateral was conducted on Jan.19, 2017 and resulted in net sale proceeds of approximately $84.1million. Total principal proceeds of $80.7 million were distributedto the noteholders on Feb. 24, 2017 which was sufficient to repaythe class A-2 notes in full, while classes A-3A and A-3B received3.3% of their original combined principal balance of $60 million.Classes B, C, D, E-1, E-2, F-1, F-2 and subordinated notes did notreceive any liquidation proceeds.

RATING SENSITIVITIES

Not applicable as the ratings are being withdrawn.

DUE DILIGENCE USAGE

No third-party due diligence was reviewed in relation to thisrating action.

The Class A Notes, the Class B Notes, the Class X Notes, the ClassC Notes, the Class D Notes and the Class E Notes are referred toherein, collectively, as the "Rated Notes."

RATINGS RATIONALE

Moody's ratings of the Rated Notes address the expected lossesposed to noteholders. The ratings reflect the risks due to defaultson the underlying portfolio of assets, the transaction's legalstructure, and the characteristics of the underlying assets.

CIFC 2017-I is a managed cash flow CLO. The issued notes will becollateralized primarily by broadly syndicated first lien seniorsecured corporate loans. At least 92.5% of the portfolio mustconsist of senior secured loans and eligible investments, and up to7.5% of the portfolio may consist of second lien loans andunsecured loans. Moody's expects the portfolio to be approximately75% ramped as of the closing date.

CIFC CLO Management LLC (the "Manager"), an affiliate of CIFC AssetManagement LLC, will direct the selection, acquisition anddisposition of the assets on behalf of the Issuer and may engage intrading activity, including discretionary trading, during thetransaction's four year reinvestment period. Thereafter, theManager may reinvest unscheduled principal payments and proceedsfrom sales of credit risk assets, subject to certain restrictions.

In addition to the Rated Notes, the Issuer will issue subordinatednotes.

The transaction incorporates interest and par coverage tests which,if triggered, divert interest and principal proceeds to pay downthe notes in order of seniority.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3.2.1of the "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in October 2016.

For modeling purposes, Moody's used the following base-caseassumptions:

Par amount: $800,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2850

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 8 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inOctober 2016.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. Theperformance of the Rated Notes is sensitive to the performance ofthe underlying portfolio, which in turn depends on economic andcredit conditions that may change. The Manager's investmentdecisions and management of the transaction will also affect theperformance of the Rated Notes.

Together with the set of modeling assumptions above, Moody'sconducted an additional sensitivity analysis, which was a componentin determining the ratings assigned to the Rated Notes. Thissensitivity analysis includes increased default probabilityrelative to the base case.

Below is a summary of the impact of an increase in defaultprobability (expressed in terms of WARF level) on the Rated Notes(shown in terms of the number of notch difference versus thecurrent model output, whereby a negative difference corresponds tohigher expected losses), assuming that all other factors are heldequal:

The rating on Class J was affirmed because the ratings areconsistent with Moody's expected loss plus realized losses. Class Jhas already experienced a 34% realized loss as a result ofpreviously liquidated loans.

The rating on the IO class, Class X-1, was affirmed based on thecredit performance (or the weighted average rating factor) of thereferenced classes.

Moody's does not anticipate losses from the remaining collateral inthe current environment. However, over the remaining life of thetransaction, losses may emerge from macro stresses to theenvironment and changes in collateral performance. Moody's ratingsreflect the potential for future losses under varying levels ofstress. Moody's base expected loss plus realized losses is now 4.7%of the original pooled balance, unchanged from the last review.Moody's provides a current list of base expected losses for conduitand fusion CMBS transactions on moodys.com athttp://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. Performance that falls outside the given range canindicate that the collateral's credit quality is stronger or weakerthan Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include asignificant amount of loan paydowns or amortization, an increase inthe pool's share of defeasance or an improvement in poolperformance.

Factors that could lead to a downgrade of the ratings include adecline in the performance of the pool, loan concentration, anincrease in realized and expected losses from specially servicedand troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in these ratings was "Moody'sApproach to Rating Large Loan and Single Asset/Single BorrowerCMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-1 was "Moody'sApproach to Rating Structured Finance Interest-Only Securities"published in October 2015.

Please note that on February 27, 2017, Moody's released a "Requestfor Comment" in which it has requested market feedback on proposedchanges to its methodology for rating IO securities called "Moody'sApproach to Rating Structured Finance Interest-Only Securities,"dated October 20, 2015. If Moody's adopts the new methodology asproposed, the changes could affect the ratings of COMM 2003-LNB1.

DESCRIPTION OF MODELS USED

Moody's analysis used the excel-based Large Loan Model. The largeloan model derives credit enhancement levels based on anaggregation of adjusted loan-level proceeds derived from Moody'sloan-level LTV ratios. Major adjustments to determining proceedsinclude leverage, loan structure and property type. Moody's alsofurther adjusts these aggregated proceeds for any pooling benefitsassociated with loan level diversity and other concentrations andcorrelations.

DEAL PERFORMANCE

As of the February 10, 2017 distribution date, the transaction'saggregate certificate balance has decreased by 99% to $11.04million from $846.03 million at securitization. The certificatesare collateralized by 4 mortgage loans. One loan, constituting 14%of the pool, has defeased and is secured by US governmentsecurities.

There are no loans on the master servicer's watchlist and no loanscurrently in special servicing. Eleven loans have been liquidatedfrom the pool, resulting in an aggregate realized loss of $39.7million (for an average loss severity of 56%).

The three remaining non-defeased loans present 86% of the pool. Thelargest loan is the Shaw's Merrimack Loan ($7.2 million -- 65.3% ofthe pool), which is secured by a 65,000 square foot (SF) grocerycenter located in Merrimack, New Hampshire. The property is leasedto Shaw's Supermarket with a lease expiration in February 2024. Theloan is fully amortizing and has paid down over 47% sincesecuritization. Due to the single tenant exposure, Moody's valueincorporated a lit/dark analysis. Moody's LTV and stressed DSCR are74% and 1.47X, respectively, compared to 77% and 1.40X at the lastreview.

The second largest loan is the Walgreens Canton Mart Loan ($1.3million -- 11.6% of the pool), which is secured by a 15,000 SFWalgreens located in Jackson, Mississippi. Competition in theimmediate area includes a Rite Aid, CVS and the local Kroger. Theloan is fully amortizing and has paid down over 66% sincesecuritization. Due to the single tenant exposure, Moody's valueincorporated a lit/dark analysis. Moody's LTV and stressed DSCR are35% and 2.94X, respectively, compared to 39% and 2.64X at the lastreview.

The third largest loan is the Walgreens Lake Harbour Loan ($1.0million -- 9.2% of the pool), which is secured by a 14,400 SFWalgreens located in Ridgeland, Mississippi. This Walgreens islocated approximately 4.2 miles northeast of the Walgreens CantonMart property. The Walgreens Lake Harbour loan is fully amortizingand has paid down over 64% since securitization. The loan isco-terminus with the first termination option of the tenant. Due tothe single tenant exposure, Moody's value incorporated a lit/darkanalysis. Moody's LTV and stressed DSCR are 41% and 2.48X,respectively, compared to 44% and 2.32X at the last review.

The ratings on the P&I classes were affirmed because thetransaction's key metrics, including Moody's loan-to-value (LTV)ratio, Moody's stressed debt service coverage ratio (DSCR) and thetransaction's Herfindahl Index (Herf), are within acceptableranges.

The ratings on the IO classes X-A and X-B were affirmed based onthe credit performance (or the weighted average rating factor orWARF) of the referenced classes.

Moody's rating action reflects a base expected loss of 1.9% of thecurrent balance, compared to 2.3% at Moody's last review. Moody'sbase expected loss plus realized losses is now 1.5% of the originalpooled balance, compared to 2.1% at the last review. Moody'sprovides a current list of base expected losses for conduit andfusion CMBS transactions on moodys.com athttp://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. Performance that falls outside the given range canindicate that the collateral's credit quality is stronger or weakerthan Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include asignificant amount of loan paydowns or amortization, an increase inthe pool's share of defeasance or an improvement in poolperformance.

Factors that could lead to a downgrade of the ratings include adecline in the performance of the pool, loan concentration, anincrease in realized and expected losses from specially servicedand troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in these ratings were "Approach to Rating USand Canadian Conduit/Fusion CMBS" published in December 2014, and"Moody's Approach to Rating Large Loan and Single Asset/SingleBorrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X-A and Cl. X-Bwas "Moody's Approach to Rating Structured Finance Interest-OnlySecurities" published in October 2015.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which ituses for both conduit and fusion transactions. Credit enhancementlevels for conduit loans are driven by property type, Moody'sactual and stressed DSCR, and Moody's property quality grade (whichreflects the capitalization rate Moody's uses to estimate Moody'svalue). Moody's fuses the conduit results with the results of itsanalysis of investment grade structured credit assessed loans andany conduit loan that represents 10% or greater of the current poolbalance.

Moody's uses a variation of Herf to measure the diversity of loansizes, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including the risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 18, compared to 21 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based LargeLoan Model and then reconciles and weights the results from theconduit and large loan models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan-level proceedsderived from Moody's loan-level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, and propertytype. Moody's also further adjusts these aggregated proceeds forany pooling benefits associated with loan level diversity and otherconcentrations and correlations.

DEAL PERFORMANCE

As of the February 17, 2017 distribution date, the transaction'saggregate certificate balance has decreased by 20% to $744 millionfrom $933 million at securitization. The certificates arecollateralized by 43 mortgage loans ranging in size from less than1% to 15% of the pool, with the top ten loans (excludingdefeasance) constituting 58% of the pool. Two loans, constituting5% of the pool, have defeased and are secured by US governmentsecurities.

Three loans, constituting 2% of the pool, are on the masterservicer's watchlist. The watchlist includes loans that meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part ofMoody's ongoing monitoring of a transaction, the agency reviews thewatchlist to assess which loans have material issues that couldaffect performance.

No loans have been liquidated from the pool and there are currentlyno loans in special servicing.

Moody's received full year 2015 operating results for 76% of thepool, and full or partial year 2016 operating results for 98% ofthe pool (excluding specially serviced and defeased loans). Moody'sweighted average conduit LTV is 81%, compared to 82% at Moody'slast review. Moody's conduit component excludes loans withstructured credit assessments, defeased and CTL loans, andspecially serviced and troubled loans. Moody's net cash flow (NCF)reflects a weighted average haircut of 13% to the most recentlyavailable net operating income (NOI). Moody's value reflects aweighted average capitalization rate of 9.7%.

Moody's actual and stressed conduit DSCRs are 1.74X and 1.35X,respectively, compared to 1.71X and 1.32X at the last review.Moody's actual DSCR is based on Moody's NCF and the loan's actualdebt service. Moody's stressed DSCR is based on Moody's NCF and a9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 29% of the pool. The largestconduit loan is the Crossgates Mall Loan ($111.9 million -- 15.0%of the pool), which represents a pari passu interest in a $279.6million loan. The loan is secured by a two-story, 1.3 millionsquare foot (SF) super regional mall located in Albany, New York.The mall is anchored by J.C. Penney, Dick's Sporting Goods, BestBuy and Regal Crossgates and shadow anchored by Macy's. As ofDecember 2016, the inline space was 78% leased and the total mallwas 93% leased, compared to 71% and 90%, respectively, in December2015. Moody's LTV and stressed DSCR are 99% and 1.04X,respectively.

The second largest conduit loan is the Creekside Plaza Loan ($55.0million -- 7.4% of the pool), which is secured by 228,000 SF, ClassA, three-building office complex and an above-ground parkingstructure located in San Leandro, California. As of December 2016,the property was 89% leased, compared to 100% in December 2015.Moody's LTV and stressed DSCR are 83% and 1.23X, respectively.

The third largest conduit loan is the RiverTown Crossings Mall Loan($51.4 million -- 6.9% of the pool), which represents a pari passuinterest in a $143.2 million senior mortgage loan. The property isalso encumbered by $12.8 million in mezzanine debt. The loan issecured by a 636,000 SF portion of a 1.3 million SF super regionalmall located in Grandville, Michigan. The mall is anchored byMacy's, Younkers, Sears, Kohl's, J.C. Penney, Dick's Sporting Goodsand Celebration Cinemas, however, only the latter two anchors serveas collateral for the loan. As of September 2016, the anchor spacewas 100% leased and the inline space was 92% leased, compared to100% and 94% leased, respectively, in December 2015. Moody's A-NoteLTV and stressed DSCR are 66% and 1.43X, respectively.

Specially Serviced Assets: There are three loans in specialservicing. The largest is Eagle Ford, a portfolio of three limitedservice hotels located in the Eagle Ford oil shale region of Texas.This asset is now real estate owned (REO). The remaining two aremultifamily portfolios and are in the process of being foreclosed.The timing on resolution for any of these assets is uncertain.

Limited Amortization: The pool has amortized 2.2% since issuance.Loans representing 27.1% of the pool are interest only for the fullterm. An additional 33.4% of the pool was structured with partialinterest-only periods at issuance. As of the February 2017remittance, 16 partial interest-only loans representing 21.8% ofthe pool had not yet begun amortizing.

Interest Shortfalls: Fitch rated classes E and F have interestshortfalls. With the February 2017 remittance, class E was shortedpartial interest while class F did not receive any distributableinterest.

Limited Reporting: This transaction closed in September 2014 andhas experienced only one full year of servicer reporting sinceissuance, as most year-end (YE) 2016 statements have not yet beenreported. Additionally, the servicer has not been forthcoming withinformation on two top 15 loans which Fitch is monitoring forperformance decline. Given the uncertainty in workout timing of thespecially serviced loans and ongoing performance of the watchlistloans, Fitch has determined that the Rating Outlooks appropriatelyreflect credit risk migration since issuance.

Hotel Concentration: Four loans in the top 20 (including three inthe top 15) are secured by hotel properties, and represent 18.5% ofthe pool combined. One of these assets is currently REO.

RATING SENSITIVITIES

The Outlooks on all but four classes remain Stable, reflectingFitch's loss expectations for the pool since Fitch's last ratingaction. The Rating Outlook for Classes E, F, X-D and X-E remainsNegative due to three loans in special servicing and four loans inthe top 15 on the servicer's watchlist. Class E is currentlyreceiving only partial interest disbursements and class F iscurrently not receiving interest at all. None of the three loans inspecial servicing are expected to resolve in the near term. Adowngrade to these classes, as well as the notional class X-D andX-E certificates, is possible if the loans languish in specialservicing for an extended period of time.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10No third-party due diligence was provided or reviewed in relationto this rating action.

Gale Force 3 CLO, Ltd., issued in March 2007, is a collateralizedloan obligation (CLO) backed primarily by a portfolio of seniorsecured loans. The transaction's reinvestment period ended in April2013.

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of thesenior notes and an increase in the transaction'sover-collateralization (OC) ratios since September 2016. The ClassA notes have been paid down by approximately 95% or $81.1 millionsince then. Based on the trustee's February 2017 report, the OCratios for the Class A/B, Class C, Class D and Class E notes arereported at 283.53%, 184.14%, 134.34% and 111.72%, respectively,versus August 2016 levels of 168.00%, 140.47%, 119.30% and 107.21%,respectively.

Nevertheless, the credit quality of the portfolio has deterioratedsince August 2016. Based on the trustee's February 2017 report, theweighted average rating factor is currently 2692 compared to 2489in August 2016.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inOctober 2016.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings:

This transaction is subject to a number of factors andcircumstances that could lead to either an upgrade or downgrade ofthe ratings:

1) Macroeconomic uncertainty: CLO performance is subject to a)uncertainty about credit conditions in the general economy and b)the large concentration of upcoming speculative-grade debtmaturities, which could make refinancing difficult for issuers.

2) Collateral Manager: Performance can also be affected positivelyor negatively by a) the manager's investment strategy and behaviorand b) differences in the legal interpretation of CLO documentationby different transactional parties owing to embedded ambiguities.

3) Collateral credit risk: A shift towards collateral of bettercredit quality, or better credit performance of assetscollateralizing the transaction than Moody's current expectations,can lead to positive CLO performance. Conversely, a negative shiftin credit quality or performance of the collateral can have adverseconsequences for CLO performance.

4) Deleveraging: An important source of uncertainty in thistransaction is whether deleveraging from unscheduled principalproceeds will continue and at what pace. Deleveraging of the CLOcould accelerate owing to high prepayment levels in the loan marketand/or collateral sales by the manager, which could have asignificant impact on the notes' ratings. Note repayments that arefaster than Moody's current expectations will usually have apositive impact on CLO notes, beginning with those with the highestpayment priority.

5) Recovery of defaulted assets: Fluctuations in the market valueof defaulted assets reported by the trustee and those that Moody'sassumes as having defaulted could result in volatility in thedeal's OC levels. Further, the timing of recoveries and whether amanager decides to work out or sell defaulted assets createadditional uncertainty. Moody's analyzed defaulted recoveriesassuming the lower of the market price and the recovery rate inorder to account for potential volatility in market prices.Realization of higher than assumed recoveries would positivelyimpact the CLO.

6) Post-Reinvestment Period Trading: Subject to certainrequirements, the deal can reinvest certain proceeds after the endof the reinvestment period, and as such the manager has the abilityto erode some of the collateral quality metrics to the covenantlevels. Such reinvestment could affect the transaction eitherpositively or negatively.

7) Exposure to assets with low credit quality and weak liquidity:The presence of assets rated Caa3 with a negative outlook, Caa2 orCaa3 on review for downgrade or the worst Moody's speculative gradeliquidity (SGL) rating, SGL-4, exposes the notes to additionalrisks if these assets default. The historical default rate ishigher than average for these assets. Due to the deal's exposure tosuch assets, which constitute around $2.5 million of par, Moody'sran a sensitivity case defaulting those assets.

In addition to the base case analysis, Moody's also conductedsensitivity analyses to test the impact of a number of defaultprobabilities on the rated notes relative to the base case modelingresults, which may be different from the current public ratings ofthe notes. Below is a summary of the impact of different defaultprobabilities (expressed in terms of WARF) on all of the ratednotes (by the difference in the number of notches versus thecurrent model output, for which a positive difference correspondsto lower expected loss):

Moody's Adjusted WARF -- 20% (2178)

Class A1: 0

Class A2: 0

Class B1: 0

Class B2: 0

Class C: 0

Class D: +1

Class E: +2

Moody's Adjusted WARF + 20% (3266)

Class A1: 0

Class A2: 0

Class B1: 0

Class B2: 0

Class C: 0

Class D: -1

Class E: -1

Loss and Cash Flow Analysis:

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in "Moody's GlobalApproach to Rating Collateralized Loan Obligations."

The key model inputs Moody's used in its analysis, such as par,weighted average rating factor, diversity score and the weightedaverage recovery rate, are based on its published methodology andcould differ from the trustee's reported numbers. In its base case,Moody's analyzed the collateral pool as having a performing par andprincipal proceeds balance of $135 million, defaulted par of $3million, a weighted average default probability of 13.74% (implyinga WARF of 2722) a weighted average recovery rate upon default of50.47%, a diversity score of 29 and a weighted average spread of2.97% (before accounting for LIBOR floors).

Moody's incorporates the default and recovery properties of thecollateral pool in cash flow model analysis where they are subjectto stresses as a function of the target rating on each CLOliability reviewed. Moody's derives the default probability fromthe credit quality of the collateral pool and Moody's expectationof the remaining life of the collateral pool. The average recoveryrate for future defaults is based primarily on the seniority of theassets in the collateral pool. Moody's generally applies recoveryrates for CLO securities as published in "Moody's Approach toRating SF CDOs". In some cases, alternative recovery assumptionsmay be considered based on the specifics of the analysis of the CLOtransaction. In each case, historical and market performance andthe collateral manager's latitude for trading the collateral arealso factors.

Moody's has upgraded the ratings of four classes of notes due torapid amortization of the underlying collateral from greater thananticipated recoveries on high credit risk collateral, which morethan offsets any decrease in credit quality as evidenced by WARFand WARR. Moody's has also affirmed the ratings of four classesbecause key transaction metrics are commensurate with the existingratings. The rating action is the result of Moody's on-goingsurveillance of commercial real estate collateralized debtobligation and collateralized loan obligation (CRE CDO CLO)transactions.

Gramercy Real Estate CDO 2006-1 Ltd. is a currently static cashtransaction (reinvestment period ended in July 2011) backed by aportfolio of: i) commercial mortgage backed securities (CMBS)(51.1% of the pool balance); ii) b-notes (46.9%); and iii) CRE CDOnotes (2.0%). As of the January 31, 2017 trustee report, theaggregate note balance of the transaction, including preferredshares, has decreased to $234.4 million from $1.0 billion atissuance, with previous partial junior notes cancellation to theclass C, class D, class E, class F, and class G notes and principalpay-down directed to the senior most outstanding class of notes.The pay-down was the result of a combination of regularamortization, resolution and sales of defaulted collateral, and thefailing of certain par value tests. Currently, the transaction hasimplied under-collateralization of $101.9 million, compared to$101.0 million at last review, primarily due to implied losses onthe collateral.

In general, holding all key parameters static, junior notecancellations results in slightly higher expected losses and longerweighted average lives on the senior notes, while producingslightly lower expected losses on the mezzanine and junior notes.However, this does not cause, in and of itself, a downgrade orupgrade of any outstanding classes of notes.

The collateral pool contains one CMBS asset totaling $12.0 million(9.1% of the collateral pool balance) listed as defaulted securityas of the January 31, 2017 trustee report. There have been over10.2% of implied losses on the underlying collateral to date sincesecuritization and Moody's does expect moderate/high severity ofloss on the defaulted security.

Moody's has identified the following as key indicators of theexpected loss in CRE CLO transactions: the weighted average ratingfactor (WARF), the weighted average life (WAL), the weightedaverage recovery rate (WARR), and Moody's asset correlation (MAC).Moody's typically models these as actual parameters for staticdeals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.Moody's has updated its assessments for the collateral it does notrate. The rating agency modeled a bottom-dollar WARF of 4178,compared to 4022 at last review. The current distribution ofMoody's rated collateral and assessments for non-Moody's ratedcollateral is: Aaa-Aa3 and 0.0% compared to 2.3% at last review;A1-A3 and 4.9 compared to 0.0% at last review; Baa1-Baa3 and 2.1%compared to 6.0% at last review; Ba1-Ba3 and 9.8% compared to 5.7%at last review; B1-B3 and 13.6% compared to 23.3% at last review;and Caa1-Ca/C and 69.6% compared to 62.7% at last review.

Moody's modeled a WAL of 0.7 years, compared to 0.9 years at lastreview The WAL is based on assumptions about extensions onunderlying collateral and look-through CMBS loan collateral.

Moody's modeled a fixed WARR of 2.9%, compared to 6.8% at lastreview. The decrease in WARR is primarily due to amortization andresolution of whole loan collateral since last review, whichcarried a higher recovery rate than the average of the pool.

Moody's modeled a MAC of 25.3%, compared to 27.2% at last review.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody'sApproach to Rating SF CDOs" published in October 2016.

Factors that would lead to an upgrade or downgrade of the ratings:

The performance of the notes is subject to uncertainty, because itis sensitive to the performance of the underlying portfolio, whichin turn depends on economic and credit conditions that are subjectto change. The servicing decisions of the master and specialservicer and surveillance by the operating advisor with respect tothe collateral interests and oversight of the transaction will alsoaffect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes to any one or more of thekey parameters could have rating implications for some of the ratednotes, although a change in one key parameter assumption could beoffset by a change in one or more of the other key parameterassumptions. The rated notes are particularly sensitive to changesin the recovery rates of the underlying collateral and creditassessments. Holding all other key parameters static, reducing therecovery rate of 100% of the collateral pool to 0% would result inan average modeled rating movement on the rated notes of zero toone notch downward (e.g. one notch down implies a rating movementfrom Baa3 to Ba1). Increasing the recovery rate of 100% of thecollateral pool by +10.0% would result in an average modeled ratingmovement on the rated notes of zero to three notches upward (e.g.,one notch upward implies a ratings movement of Baa3 to Baa2).

The primary sources of uncertainty in Moody's assumptions are theextent of growth in the current macroeconomic environment given theweak recovery and certain commercial real estate property markets.Commercial real estate property values continue to improvemodestly, along with a rise in investment activity andstabilization in core property type performance. Limited newconstruction and moderate job growth have aided this improvement.However, sustained growth will not be possible until investmentincreases steadily for a significant period, non-performingproperties are cleared from the pipeline and fears of a euro arearecession abate.

Fitch has issued a focus report on this transaction. The reportprovides a detailed and up-to-date perspective on key creditcharacteristics of the JPMBB 2014-C19 transaction andproperty-level performance of the related trust loans.

KEY RATING DRIVERS

The affirmations are based on the stable performance of theunderlying collateral. As of the February 2017 distribution date,the pool's aggregate principal balance has been reduced by 3.4% to$1.36 billion from $1.41 billion at issuance.

Fitch modeled losses of 4.8% of the remaining pool; expected losseson the original pool balance total 4.6%. There are currently nodelinquent or specially serviced loans. One loan (0.7%) appears onthe servicer watchlist due to performance deterioration as detailedbelow.

Stable Performance: Overall pool performance is stable and remainsin-line with issuance. As of year-end 2015, aggregate pool-levelNOI has improved 0.4% from issuance.

High Retail Concentration and Mall Exposure: Loans backed by retailproperties represent 42.9% of the pool, including nine within thetop 15. Three loans (13.8%) are secured by regional malls, two ofwhich have exposure to Sears. The Sears at the Northtowne Mall(Gumberg Portfolio) has closed. A third Sears, which had strongsales at issuance, is also located at power center, FoothillCrossing (2.8%). The largest loan (9.2%) in the pool is an outletmall in Orange, CA.

Oil & Gas Exposure - Loan of Concern: Two loans (1.3%) within thepool have exposure to the oil and gas sector including the GrandWilliston Hotel (0.7%), identified as a Fitch Loan of Concern dueto deteriorating performance. Fitch modeled a significant loss onthe loan.

High Interest-Only Concentration: The pool has a high concentrationof full-term interest-only loans which represents 37.1% of thepool. This is higher than the Fitch issued average of 20.1% for2014 vintage transactions. There is one fully amortizing loan,Centerville Square (2.7%) and Grand Williston Hotel (0.8%) is afive-year loan amortizing on a 10-year schedule.

One loan is on the servicer watchlist. The loan (0.7%) is securedby a 147 room full-service hotel located in Williston, ND. Thehotel is within the Bakken shale region, which is an area that hasbeen affected by the volatility of oil prices. Performance at thehotel has declined sharply since issuance. Per servicer reporting,the net operating income (NOI) debt service coverage ratio (DSCR)dropped to -0.27x as of September 2016 from 0.15 at year-end (YE)2015 and 1.36x at YE 2014. Occupancy as of September 2016 declinedto 23% from 67% in 2014. While the loan remains current, the dropin the NOI DSCR has triggered the lockbox provision and theproperty is currently being cash managed. The sponsors recentlyspent $3 million to upgrade the hotel. Given the decline inperformance and market conditions, Fitch modeled a significant losson the loan.

RATING SENSITIVITIES

Stable Outlooks are due to the overall stable performance of thepool. The Negative Outlook reflects the high concentration ofretail properties with exposure to weak anchor tenants and slowingsales trends. Additionally, the Grand Williston Hotel has thepotential to incur substantial losses. Upgrades may occur withimproved pool performance and significant paydown or defeasance.

Fitch does not rate the class NR, CSQ and the interest-only X-Ccertificates. Class A-S, B, and C certificates may be exchanged fora related amount of class EC certificates, and class ECcertificates may be exchanged for class A-S, B, and C certificates.

The notes are supported by one collateral group that consists of1,660 seasoned performing and re-performing mortgages with a totalbalance of approximately $395.32 million (which includes $22.1million, or 5.6%, of the aggregate pool balance innon-interest-bearing deferred principal amounts) as of thestatistical calculation date.

Distressed Performance History (Concern): The collateral poolconsists primarily of peak-vintage seasoned re-performing loans(RPLs), including loans that have been paying for the past 24months, which Fitch identifies as "clean current" (64.2%), andloans that are current but have recent delinquencies or incompletepaystrings, identified as "dirty current" (35.8%). All loans werecurrent as of the cutoff date; 58.9% of the loans have receivedmodifications.

Due Diligence Findings (Concern): The third-party review (TPR)firm's due diligence review resulted in approximately 341 loans(20%) graded 'C' and 'D', of which 77 were subject to a lossseverity (LS) adjustment for issues regarding high cost testing,including 12 loans that were unable to perform a compliance reviewdue to incomplete loan files. In addition, timelines were extendedon 132 loans that were missing final modification documents. TheTPR firm did not review the servicing comments for the loans thatexperienced a delinquency in the past 12 months as described in theCriteria Application section on page 12.

Tax and Title Search Aged Over Six months (Concern): Forapproximately 85% of the loans, the tax and title search wasperformed more than six months prior to securitization. Fitchbelieves the risk of any potential liens existing at time of itsanalysis is low due to the servicers' very close oversight ofborrower payments and the tools employed for identifying delinquenttax payments and the homeowner association (HOA) and municipalliens placed on the property. For more information, see theCriteria Application section on page 12.

HELOCs Included (Concern): Approximately 16% of the total pool ismade up of home equity lines of credit (HELOCs). To account forfuture potential draws, Fitch added the available draw amount tothe loans where the line was marked as anything other than"permanently closed." This approach impacted 163 loans andincreased the amount owed by $3.7 million for determiningborrowers' probability of default (PD) and loss severity (LS) inFitch's analysis.

Distressed Performance History (Concern): The collateral poolconsists primarily of peak-vintage seasoned re-performing loans(RPLs), including loans that have been paying for the past 24months, which Fitch identifies as "clean current" (64.2%), andloans that are current but have recent delinquencies or incompletepaystrings, identified as "dirty current" (35.8%). All loans werecurrent as of the cutoff date; 58.9% of the loans have receivedmodifications.

Due Diligence Findings (Concern): The third-party review (TPR)firm's due diligence review resulted in approximately 341 loans(20%) graded 'C' and 'D', of which 77 were subject to a LSadjustment for issues regarding high cost testing, including 12loans that were unable to perform a compliance review due toincomplete loan files. In addition, timelines were extended on 132loans that were missing final modification documents.

No Servicer P&I Advances (Mixed): The servicers will not beadvancing delinquent monthly payments of P&I, which reducesliquidity to the trust. However, as P&I advances made on behalf ofloans that become delinquent and eventually liquidate reduceliquidation proceeds to the trust, the loan-level LS is less forthis transaction than for those where the servicer is obligated toadvance P&I. Structural provisions and cash flow priorities,together with increased subordination, provide for timely paymentsof interest to the 'AAAsf' and 'AAsf' rated classes.

Sequential-Pay Structure (Mixed): The transaction's cash flow isbased on a sequential-pay structure whereby the subordinate classesdo not receive principal until the senior classes are repaid infull. Losses are allocated in reverse-sequential order.Furthermore, the provision to re-allocate principal to pay intereston the 'AAAsf' and 'AAsf' rated notes prior to other principaldistributions is highly supportive of timely interest payments tothose classes, in the absence of servicer advancing.

Potential Interest Deferrals (Mixed): To address the lack of anexternal P&I advance mechanism, principal otherwise distributableto the notes may be used to pay monthly interest. While this helpsprovide stability in the cash flows to the highinvestment-grade-rated bonds, the lower rated bonds may experiencelong periods of interest deferral that will generally not be repaiduntil such note becomes the most senior outstanding.

Limited Life of Rep Provider (Concern): CVI CVF II Lux MasterS.a.r.l., as rep provider, will only be obligated to repurchase aloan due to breaches prior to the payment date in April 2018.Thereafter, a reserve fund will be available to cover amounts dueto noteholders for loans identified as having rep breaches. Amountson deposit in the reserve fund, as well as the increased level ofsubordination, will be available to cover additional defaults andlosses resulting from rep weaknesses or breaches occurring on orafter the payment date in April 2018.

Tier 2 Representation Framework (Concern): Fitch generallyconsiders the representation, warranty, and enforcement (RW&E)mechanism construct for this transaction to be generally consistentwith a Tier 2 framework due to the inclusion of knowledgequalifiers and the exclusion of loans from certain reps as a resultof third-party due diligence findings. Thus, Fitch increased its'AAAsf' loss expectations by approximately 242 basis points (bps)to account for a potential increase in defaults and losses arisingfrom weaknesses in the reps.

Timing of Recordation and Document Remediation (Neutral): A reviewto confirm that the mortgage and subsequent assignments wererecorded in the relevant local jurisdiction, was performed. Thereview confirmed that all mortgages and subsequent assignments wererecorded in the relevant local jurisdiction or were beingrecorded.

While the expected timelines for recordation and remediation areviewed by Fitch as reasonable, the obligation of CVI CVF II LuxMaster S.a.r.l. to repurchase loans, for which assignments are notrecorded and endorsements are not completed by the payment date inApril 2018, aligns the issuer's interests regarding completing therecordation process with those of noteholders. While there will notbe an asset manager in this transaction, the indenture trustee willbe reviewing the custodian reports. The indenture trustee willrequest CVI CVF II Lux Master S.a.r.l. to purchase any loans withoutstanding assignment and endorsement issues two days prior to theApril 2018 payment date.

Deferred Amounts (Negative): Non-interest-bearing principalforbearance amounts totaling $22.1 million (5.6% of the unpaidprincipal balance) are outstanding on 507 loans. Fitch included thedeferred amounts when calculating the borrower's LTV and sLTV,despite the lower payment and amounts not being owed during theterm of the loan. The inclusion resulted in higher PDs and LS thanif there were no deferrals. Fitch believes that borrower defaultbehavior for these loans will resemble that of the higher LTVs, asexit strategies (that is, sale or refinancing) will be limitedrelative to those borrowers with more equity in the property.

Solid Alignment of Interest (Positive): The sponsor, Mill CityHoldings, LLC, will acquire and retain a 5% interest in each classof the securities to be issued. In addition, the rep provider is anindirect owner of the sponsor.

The first applied variation is non-application of a default penaltyto income documentation for loans with less than full incomedocumentation that are over five years seasoned. Fitch conductedanalysis comparing the performance between loans that were fulldocumentation and non-full documentation at origination. Theanalysis showed that after five years of seasoning, the performancewas similar. The impact on the loss expectations from applicationof this variation resulted in lower loss expectations of roughly75bps at the 'AAAsf' rating stress level.

The second variation was a lack of third party review of servicercomments for loans that have been delinquent in the past 12 months.Despite the lack of third party review, a default penalty was notapplied as all of the borrowers were current as of the cutoff date.The purpose of the review is to make sure no borrowers arecontesting foreclosure or other delay tactics. As all borrowers arecurrent, this possibility is unlikely. Further, as borrowers thathave been delinquent in the past 12 months already receive a highmodel output default assumption, the lack of a penalty has aminimal impact on the levels.

The third related to timing of the updated tax and title search.Fitch's criteria looks for an updated search to be completed withinsix months of securitization. Approximately 85% of the loans had asearch performed outside of this window. Both of the transactionservicers are rated by Fitch and utilize a suite of CoreLogicproducts to monitor delinquent taxes or tax liens. Both servicerswould also be notified of any HOA liens and would work towardsresolution helping to mitigate the outdated search. Additionally,the majority of the borrowers have been performing since the searchwas completed. Borrowers that have been current on their mortgageare less likely to have defaulted on other home related paymentsfurther reducing the risk of the older search.

RATING SENSITIVITIES

Fitch's analysis incorporates sensitivity analyses to demonstratehow the ratings would react to steeper market value declines (MVDs)than assumed at both the metropolitan statistical area (MSA) andnational levels. The implied rating sensitivities are only anindication of some of the potential outcomes and do not considerother risk factors that the transaction may become exposed to or beconsidered in the surveillance of the transaction.

Fitch conducted sensitivity analysis determining how the ratingswould react to steeper MVDs at the national level. The analysisassumes MVDs of 10%, 20%, and 30%, in addition to themodel-projected 38.4% at 'AAAsf'. The analysis indicates there issome potential rating migration with higher MVDs, compared with themodel projection.

Fitch also conducted sensitivities to determine the stresses toMVDs that would reduce a rating by one full category, tonon-investment grade, and to 'CCCsf'.

Fitch's stress and rating sensitivity analysis are discussed in itspresale report released today 'Mill City Mortgage Loan Trust2017-1', available at 'www.fitchratings.com' or by clicking on thelink.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) asprepared by Meridian Asset Services (Meridian), Clayton ServicesLLC, and AMC Diligence, LLC (AMC)/JCIII & Associates, Inc. (JCIII).The third-party due diligence described in Form 15E focused on:regulatory compliance, pay history, the presence of key documentsin the loan file and data integrity. In addition, Meridian wasretained to perform an updated title and tax search, as well as areview to confirm that the mortgages were recorded in the relevantlocal jurisdiction and the related assignment chains.

A regulatory compliance and data integrity review was completed onmore than 99% of the pool. A pay history review was conducted on100% of the pool, and a servicing comment review was not performedas described in the criteria application section above.

Fitch considered this information in its analysis and based on thefindings, Fitch made the following adjustments:

Fitch made an adjustment on 77 loans that were subject to federal,state, and/or local predatory testing. These loans containedmaterial violations including an inability to test for high-costviolations or confirm compliance, which could expose the trust topotential assignee liability. These loans were marked as"indeterminate". The 77 loans also include 12 loans where thecompliance review was not completed due to incomplete loan files.Typically the HUD issues are related to missing the Final HUD,illegible HUDs, incomplete HUDs due to missing pages, or onlyhaving estimated HUDs. The final HUD1 was not used to test forHigh-Cost loans. To mitigate this risk, Fitch assumed a 100% LS forloans in the states that fall under Freddie Mac's do not purchaselist of "high cost" or "high risk"; 13 loans were affected by thisapproach.

For the remaining 64 loans, where the properties are not located inthe states that fall under Freddie Mac's do not purchase list, thelikelihood of all loans being high cost is low. However, we assumesthe trust could potentially incur notable legal expenses. Fitchincreased its loss severity expectations by 5% for these loans toaccount for the risk.

There were 132 loans missing modification documents or a signatureon modification documents. For these loans, timelines were extendedby an additional three months, in addition to the six-monthtimeline extension applied to the entire pool.

The statute of limitations had not expired for five loans for TILA.As a result, Fitch increased its LS expectations by 5% for thisloan to account for the risk of the possibility of challenges toforeclosure and associated legal costs. Eighteen loans had materialTRID violations and received an increase to the expected loss of$15,500 to account for potential legal costs and statutorydamages.

Three loans had exceptions that were outside of Texas cash-outregulation. Borrowers in these cases have affirmative rights, whichcould lead to the loss of lien against the subject property. A 100%loss severity was applied to these loans.

The certificates are backed by one pool of 1,660 seasonedperforming and modified re-performing loans which include homeequity lines of credit (HELOC) mortgage loans. The collateral poolhas a non-zero updated weighted average FICO score of 687 and aweighted average current LTV of 84.36%.

There are approximately 16.50% HELOC loans in this pool, of which5.08% of the borrowers are currently eligible to make draws up totheir credit limit. Approximately 67.93% of the HELOC loans havetheir credit line temporarily frozen due to certain circumstancesincluding but not limited to the event where the current home valuehas declined below a specified level. The borrowers may unfreezetheir credit line in future if the circumstances that cause suchcredit line to be frozen are cured. The remaining HELOC loans(approx. 27%) have their credit lines permanently frozen. In theevent that all HELOC loans (other than the HELOC loans that arepermanently frozen) are no longer precluded from making draws, themaximum amount of draws available to the borrowers as of February2017 is equal to $3,698,072.73 or approximately 0.94% of closingdate UPB.

A HELOC borrower will be assessed a principal payment only in thecase that their credit limit amortizes to an amount that is belowthe outstanding principal balance of the loan, otherwise theborrower will be required to make only an interest payment. Duringthe amortization period, the credit limit will decrease at a fixedrate. For example, if the amortization period is 240 months then ineach month, the credit limit will reduce by 1/240 of the originalcredit limit.

In addition, there are approximately 5.9% of newly originated loansfor which Moody's also performed additional loan level analysissimilar to Moody's analysis of newly originated prime qualityloans. 58.87% of the loans in the collateral pool were alsopreviously modified and the remaining loans have never beenmodified.

Fay Servicing LLC and Shellpoint Mortgage Servicing, are theservicers for the loans in the pool. The servicers will not advanceany principal or interest on the delinquent loans. However, theservicers will be required to advance costs and expenses incurredin connection with a default, delinquency or other event in theperformance of its servicing obligations. In addition, if aborrower of a HELOC loan requests a draw on the related HELOCcredit line, the related servicer will be required to fund suchdraw.

The complete rating actions are:

Issuer: Mill City Mortgage Loan Trust 2017-1

Cl. A1, Assigned (P)Aaa (sf)

Cl. M1, Assigned (P)Aa2 (sf)

Cl. M2, Assigned (P)A2 (sf)

Cl. M3, Assigned (P)Baa2 (sf)

Cl. B1, Assigned (P)Ba2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected losses on MCMLT 2017-1's collateral pool average10.00% in Moody's base case scenario. Moody's loss estimates takeinto account the historical performance of loans that have similarcollateral characteristics as the loans in the pool. For example,Moody's observed the performance of 10 year IO-ARM loans of as aproxy to estimate future delinquencies for first lien HELOC loans.Similarly, for the non-modified portion of this pool, Moody'sanalyzed data on delinquency rates for always current (includingself-cured) loans. Moody's final loss estimates also incorporatesadjustments for the strength of the third party due diligence, theservicing framework (including the capability to service HELOCloans) and the representations and warranties (R&W) framework ofthe transaction.

The methodologies used in these ratings were "Moody's Approach toRating Securitisations Backed by Non-Performing and Re-PerformingLoans" published in August 2016 and "US RMBS SurveillanceMethodology" published in January 2017.

Collateral Description

MCMLT 2017-1 is a securitization of 1,660 loans and is primarilycomprised of seasoned performing and modified re-performingmortgage loans. Approximately 58.87% of the loans in the collateralpool have been previously modified.

Moody's based Moody's expected losses on a pool of seasonedperforming and re-performing mortgage loans on Moody's estimates of1) the default rate on the remaining balance of the loans and 2)the principal recovery rate on the defaulted balances. The twofactors that most strongly influence a re-performing mortgageloan's likelihood of re-default are the length of time that theloan has performed since a loan modification, and the amount of thereduction in the monthly mortgage payment as a result of themodification. The longer a borrower has been current on are-performing loan, the less likely the borrower is to re-default.Approximately 58.86% of the borrowers have been current on theirpayments for at least the past 24 months.

In the pool-level approach, Moody's estimates losses on the pool byusing a approach similar to Moody's surveillance approach whereinMoody's apply assumptions on expected future delinquencies, defaultrates, loss severities and prepayments as observed from Moody'ssurveillance of similar collateral. Moody's projects future annualdelinquencies for eight years by applying an initial annual defaultrate and delinquency burnout factors. Based on the loancharacteristics of the pool and the demonstrated pay histories,Moody's expects an annual delinquency rate of 8.4% on thecollateral pool for year one. Moody's then calculated futuredelinquencies on the pool using Moody's default burnout andvoluntary conditional prepayment rate (CPR) assumptions. Moody'sassumptions also factor in the high delinquency rates expected inthe early stages of the transaction due to payment shock expectedduring the amortization phase for HELOC loans originated in2006-2008. The delinquency burnout factors reflect Moody's futureexpectations of the economy and the U.S. housing market. Moody'sthen aggregated the delinquencies and converted them to losses byapplying pool-specific lifetime default frequency and loss severityassumptions. Moody's loss severity assumptions are based offobserved severities on liquidated seasoned loans and reflect thelack of principal and interest advancing on the loans.

Moody's also conducted a loan level analysis on MCMLT 2017-1'scollateral pool. Moody's applied loan-level baseline lifetimepropensity to default assumptions based on the historicalperformance of loans with similar collateral characteristics andpayment histories. Moody's then adjusted this base defaultpropensity up for (1) adjustable-rate loans, (2) loans that havethe risk of coupon step-ups and (3) loans with high updated loan tovalue ratios (LTVs). Moody's applied a higher baseline lifetimedefault propensity for interest-only loans, using the sameadjustments. To calculate the final expected loss for the pool,Moody's applied a loan-level loss severity assumption based on theloans' updated estimated LTVs. Moody's further adjusted the lossseverity assumption upwards for loans in states that givesuper-priority status to homeowner association (HOA) liens, toaccount for potential risk of HOA liens trumping a mortgage. For5.9% of newly originated loans for which Moody's also performedadditional loan level analysis similar to Moody's analysis of newlyoriginated prime quality loans.

The deferred balance in this transaction is $22,118,555,representing approximately 5.59% of the total unpaid principalbalance. Loans that have HAMP and proprietary remaining principalreduction amount (PRA) totaled $529,291, representing approximately2.39% of total deferred balance.

Under HAMP-PRA, the principal of the borrower's mortgage may bereduced by a predetermined amount called the PRA forbearance amountif the borrower satisfies certain conditions during a trial period.If the borrower continues to make timely payments on the loan forthree years, the entire PRA forbearance amount is forgiven. Also,if the loan is in good standing and the borrower voluntary pays offthe loan, the entire forbearance amount is forgiven.

For non-PRA forborne amounts, the deferred balance is the fullobligation of the borrower and must be paid in full upon (i) saleof property (ii) voluntary payoff and (iii) final scheduled paymentdate. Upon sale of the property, the servicer therefore couldpotentially recover some of the deferred amount. For loans thatdefault in future or get modified after the closing date, theservicer may opt for partial or full principal forgiveness to theextent permitted under the servicing agreement.

Based on performance data and information from servicers, Moody'sassumes that 100% of the remaining PRA amount would be forgiven andnot recovered. For non-PRA deferred balance, Moody's applied aslightly higher default rate for these loans than what Moody'sassumed for the overall pool given that these borrowers haveexperienced past credit events that required loan modification, asopposed to borrowers who have been current and have never beenmodified. Also, for non-PRA loans Moody's assumed approximately 85%severity as servicers can recover a portion of the deferredbalance. The final expected loss for the collateral pool reflectsthe due diligence scope and findings of the independent third partyreview (TPR) firms as well as Moody's assessment of MCMLT 2017-1'srepresentations & warranties (R&Ws) framework.

Transaction Structure

The securitization has a simple sequential priority of paymentsstructure without any cash flow triggers. However, due to theinclusion of HELOC loans (and potential for future draws) certainstructural features were incorporated in this transaction. If aborrower of a HELOC loan makes a draw on the related HELOC creditline, the servicer will be required to fund such draw and will bereimbursed through the following mechanism.

On the closing date, the depositor will remit $964,752 to the HELOCDraw Reserve Account, which will be used to reimburse the servicerfor any draws made on the HELOC credit line. If amounts on depositin the HELOC Draw Reserve Account are not sufficient to reimbursesuch draws, the Class D Certificates will be obligated to remit thedeficient amount to the HELOC Draw Reserve Account ("Class D DrawAmount"). The Class D certificate is not an offered certificate andwill represent an equity interest in the issuer (MCMLT 2017-1)

In the event the holder of the Class D Certificates fails to remitall or part of any Class D Draw Amount on any payment date, theIndenture Trustee will fund any unpurchased draw or portion of adraw on future Payment Dates from amounts in the HELOC Draw ReserveAccount.

The servicer will not advance any principal or interest ondelinquent loans. However, the servicer will be required to advancecosts and expenses incurred in connection with a default,delinquency or other event in the performance of its servicingobligations.

Credit enhancement in this transaction is comprised ofsubordination provided by mezzanine and junior tranches, thebuildup of overcollateralization from available excess interest(0.52% at closing) and from additional collateral available to thetrust if HELOC borrowers draw on their credit line. The principalpayment received from this additional collateral will facilitate afaster pay down on the senior notes. The available excess interesthowever, will be used to first replenish the HELOC Draw ReserveAccount, to the Class D certificate holder and to reimburse anyunpaid fees before paying down the rated notes sequentially.

To the extent that the overcollateralization amount is zero,realized losses will be allocated to the notes in a reversesequential order starting with the lowest subordinate bond. TheClass A1, M1, M2, and M3 notes carry a fixed-rate coupon subject tothe collateral adjusted net weighted average coupon (WAC) andapplicable available funds cap. The Class B1, B2, B3 and B4 areVariable Rate Notes where the coupon is equal to the lesser ofadjusted net WAC and applicable available funds cap.

Moody's modeled MCMLT 2017-1's cashflows using SFW(R), a cashflowtool developed by Moody's Analytics. To assess the final rating onthe notes, Moody's ran 96 different loss and prepayment scenariosthrough SFW. The scenarios encompass six loss levels, four losstiming curves, and four prepayment curves. The structure allows fortimely payment of interest and ultimate payment of principal withrespect to the notes by the legal final maturity.

Third Party Review

Three third party review (TPR) firms conducted due diligence on allbut 12 of the loans in MCMLT 2017-1's collateral pool. The TPRfirms reviewed compliance, data integrity and key documents, toverify that loans were originated in accordance with federal, stateand local anti-predatory laws. The TPR firms also conducted auditsof designated data fields to ensure the accuracy of the collateraltape. An independent firm also reviewed the title and tax reportsfor all the loans in the pool.

Based on Moody's analysis of the third-party review reports,Moody's determined that a portion of the loans had legal orcompliance exceptions that could cause future losses to the trust.Moody's incorporated an additional hit to the loss severities forthese loans to account for this risk. The title review includesconfirming the recordation status of the mortgage and theintervening chain of assignments, the status of real estate taxesand validating the lien position of the underlying mortgage loan.Once securitized, delinquent taxes will be advanced on behalf ofthe borrower and added to the borrower's account. The servicer willbe reimbursed for delinquent taxes from the top of the waterfall,as a servicing advance. The representation provider has depositedcollateral of $750,000 in the Assignment Reserve Account (ARA) toensure one or more third parties monitored by the Depositorcompletes all assignment and endorsement chains and record anintervening assignment of mortgage as necessary. The amountdeposited in the ARA at the closing date is lower than previousMill City transactions. Moody's have considered the lower ARAdeposit and factors such as: (i) the high historical cure rate inthe previous Mill City transactions; (ii) the low delinquency rateof the previous Mill City transactions; and (iii) quality of thecollateral.

Representations & Warranties

Moody's ratings also factor in MCMLT 2017-1's weak representationsand warranties (R&Ws) framework because they contain many knowledgequalifiers and the regulatory compliance R&W does not covermonetary damages that arise from TILA violations whose right ofrescission has expired. While the transaction provides for a BreachReserve Account to cover for any breaches of R&Ws, the size of theaccount is small relative to MCMLT 2017-1's aggregate collateralpool ($395.3 million). An initial deposit of $1.025 million will beremitted to the Breach Reserve Account on the closing date, with aninitial Breach Reserve Account target amount of $1.4 million.

Transaction Parties

The transaction benefits from an adequate servicing arrangement.Shellpoint Mortgage Servicing ("Shellpoint") will service 68.9% ofthe pool and Fay Servicing LLC ("Fay") will service 31.1% of thepool. Deutsche Bank National Trust Company is the Custodian of thetransaction. The Delaware Trustee for MCMLT 2017-1 is WilmingtonSavings Fund Society, FSB, d/b/a, Christiana Trust. MCMLT 2017-1'sIndenture Trustee is U.S. Bank National Association.

Factors that would lead to an upgrade or downgrade of the ratings:

Levels of credit protection that are insufficient to protectinvestors against current expectations of loss could drive theratings down. Losses could rise above Moody's original expectationsas a result of a higher number of obligors defaulting ordeterioration in the value of the mortgaged property securing anobligor's promise of payment. Transaction performance also dependsgreatly on the US macro economy and housing market. Other reasonsfor worse-than-expected performance include poor servicing, erroron the part of transaction parties, inadequate transactiongovernance and fraud.

MORGAN STANLEY 1999-WF1: Moody's Cuts Rating on Cl. X Debt to Caa2------------------------------------------------------------------Moody's Investors Service has upgraded the rating on one class,affirmed the rating on one class and downgraded the rating on oneclass in Morgan Stanley Capital I Inc. 1999-WF1, CommercialMortgage Pass-Through Certificates, Series 1999-WF1:

The rating on Class N was upgraded based primarily on an increasein credit support resulting from loan paydowns and amortization.The deal has paid down 26% since Moody's last review.

The rating on Class M was affirmed because the transaction's keymetrics, including Moody's loan-to-value (LTV) ratio, Moody'sstressed debt service coverage ratio (DSCR) and the transaction'sHerfindahl Index (Herf), are within acceptable ranges.

The rating on the IO Class, Class X, was downgraded due to thedecline in the credit performance of its reference classesresulting from principal paydowns of higher quality referenceclasses.

Moody's rating action reflects a base expected loss of 0.2% of thecurrent balance, compared to 0.8% at Moody's last review. Moody'sbase expected loss plus realized losses is now 0.4% of the originalpooled balance, compared to 0.5% at the last review. Moody'sprovides a current list of base expected losses for conduit andfusion CMBS transactions on moodys.com athttp://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody'sforward-looking view of the likely range of performance over themedium term. Performance that falls outside the given range canindicate that the collateral's credit quality is stronger or weakerthan Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include asignificant amount of loan paydowns or amortization, an increase inthe pool's share of defeasance or an improvement in poolperformance.

Factors that could lead to a downgrade of the ratings include adecline in the performance of the pool, loan concentration, anincrease in realized and expected losses from specially servicedand troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in these ratings were "Approach to Rating USand Canadian Conduit/Fusion CMBS" published in December 2014, and"Moody's Approach to Rating Large Loan and Single Asset/SingleBorrower CMBS" published in October 2015.

Additionally, the methodology used in rating Cl. X was "Moody'sApproach to Rating Structured Finance Interest-Only Securities"published in October 2015.

Please note that on February 27, 2017, Moody's released a "Requestfor Comment" in which it has requested market feedback on proposedchanges to its methodology for rating structured financeinterest-only (IO) securities called "Moody's Approach to RatingStructured Finance Interest-Only Securities," dated October 20,2015. If Moody's adopts the new methodology as proposed, thechanges could affect the ratings of MSC 1999-WF1.

DESCRIPTION OF MODELS USED

Moody's review used the excel-based CMBS Conduit Model, which ituses for both conduit and fusion transactions. Credit enhancementlevels for conduit loans are driven by property type, Moody'sactual and stressed DSCR, and Moody's property quality grade (whichreflects the capitalization rate Moody's uses to estimate Moody'svalue). Moody's fuses the conduit results with the results of itsanalysis of investment grade structured credit assessed loans andany conduit loan that represents 10% or greater of the current poolbalance.

Moody's uses a variation of Herf to measure the diversity of loansizes, where a higher number represents greater diversity. Loanconcentration has an important bearing on potential ratingvolatility, including the risk of multiple notch downgrades underadverse circumstances. The credit neutral Herf score is 40. Thepool has a Herf of 5, compared to 6 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based LargeLoan Model and then reconciles and weights the results from theconduit and large loan models in formulating a ratingrecommendation. The large loan model derives credit enhancementlevels based on an aggregation of adjusted loan-level proceedsderived from Moody's loan-level LTV ratios. Major adjustments todetermining proceeds include leverage, loan structure, and propertytype. Moody's also further adjusts these aggregated proceeds forany pooling benefits associated with loan level diversity and otherconcentrations and correlations.

DEAL PERFORMANCE

As of the February 15, 2017 distribution date, the transaction'saggregate certificate balance has decreased by 99% to $10.99million from $968.51 million at securitization. The certificatesare collateralized by 16 mortgage loans ranging in size from lessthan 2% to 32% of the pool, with the top ten loans (excludingdefeasance) constituting 88% of the pool. Three loans, constituting8.7% of the pool, have defeased and are secured by US governmentsecurities.

Two loans, constituting 3.6% of the pool, are on the masterservicer's watchlist. The watchlist includes loans that meetcertain portfolio review guidelines established as part of the CREFinance Council (CREFC) monthly reporting package. As part ofMoody's ongoing monitoring of a transaction, the agency reviews thewatchlist to assess which loans have material issues that couldaffect performance.

Seven loans have been liquidated from the pool, resulting in anaggregate realized loss of $4.3 million (for an average lossseverity of 30%). There are not any loans currently in specialservicing.

Moody's actual and stressed conduit DSCRs are 2.08X and >4.00X,respectively, compared to 1.98X and >4.00X at the last review.Moody's actual DSCR is based on Moody's NCF and the loan's actualdebt service. Moody's stressed DSCR is based on Moody's NCF and a9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 64% of the pool balance. Thelargest loan is the Vista Oaks Apartments Loan ($3.52 million --32% of the pool), which is secured by a 108-unit garden styleapartment complex located in Martinez, California. As of December2016, the property was 95% leased, unchanged from the prior year.The property has been at least 93% leased since 2006. The loan hasamortized over 32% since securitization and Moody's LTV andstressed DSCR are 27% and 3.80X, respectively, compared to 28% and3.64X at the last review.

The second largest loan is the Ward Offices/Retail Loan ($2.19million -- 20% of the pool), which is secured by three suburbanoffice and two unanchored retail properties located in Bel Air,Maryland. As of September 2016 the portfolio was 94% leased. Theloan is fully amortizing and has paid down over 85% sincesecuritization. Moody's LTV and stressed DSCR are 10% and>4.00X, respectively, compared to 15% and >4.00X at the lastreview.

The third largest loan is the Canal Park Apartments Loan ($1.34million -- 12% of the pool), which is secured by a 72-unitapartment complex in Boise, Idaho. As of January 2017, the propertywas 97% leased. The property has been at least 97% leased since2006. The loan has amortized over 31% since securitization. Moody'sLTV and stressed DSCR are 44% and 2.26X, respectively, compared to46% and 2.17X at the last review.

The Class A Notes, the Class B Notes, the Class C Notes, the ClassD Notes and the Class E Notes are referred to herein, collectively,as the "Rated Notes."

RATINGS RATIONALE

Moody's ratings of the Rated Notes address the expected lossesposed to noteholders. The ratings reflect the risks due to defaultson the underlying portfolio of assets, the transaction's legalstructure, and the characteristics of the underlying assets.

Sound Point CLO XV is a managed cash flow CLO. The issued noteswill be collateralized primarily by broadly syndicated first liensenior secured corporate loans. At least 92.5% of the portfoliomust consist of senior secured loans, cash, and eligibleinvestments, and up to 7.5% of the portfolio may consist of secondlien loans, senior unsecured loans and first-lien last-out loans.The portfolio is at least 73% ramped as of the closing date.

Sound Point Capital Management, LP (the "Manager") will direct theselection, acquisition and disposition of the assets on behalf ofthe Issuer and may engage in trading activity, includingdiscretionary trading, during the transaction's four-yearreinvestment period. Thereafter, the Manager may reinvestunscheduled principal payments and proceeds from sales of creditrisk assets, subject to certain restrictions.

In addition to the Rated Notes, the Issuer has issued subordinatednotes.

The transaction incorporates interest and par coverage tests which,if triggered, divert interest and principal proceeds to pay downthe notes in order of seniority.

Moody's modeled the transaction using a cash flow model based onthe Binomial Expansion Technique, as described in Section 2.3.2.1of the "Moody's Global Approach to Rating Collateralized LoanObligations" rating methodology published in October 2016.

For modeling purposes, Moody's used the following base-caseassumptions:

Par amount: $650,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2650

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 46.0%

Weighted Average Life (WAL): 8.4 years.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's GlobalApproach to Rating Collateralized Loan Obligations" published inOctober 2016.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. Theperformance of the Rated Notes is sensitive to the performance ofthe underlying portfolio, which in turn depends on economic andcredit conditions that may change. The Manager's investmentdecisions and management of the transaction will also affect theperformance of the Rated Notes.

Together with the set of modeling assumptions above, Moody'sconducted an additional sensitivity analysis, which was a componentin determining the ratings assigned to the Rated Notes. Thissensitivity analysis includes increased default probabilityrelative to the base case.

Below is a summary of the impact of an increase in defaultprobability (expressed in terms of WARF level) on the Rated Notes(shown in terms of the number of notch difference versus thecurrent model output, whereby a negative difference corresponds tohigher expected losses), assuming that all other factors are heldequal:

The upgrades are primarily due to the total credit enhancementavailable to the bonds. The actions reflect the recent performanceof the underlying pools and Moody's updated loss expectations onthe pools.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in Janurary 2017.

Factors that would lead to an upgrade or downgrade of the ratings:

Ratings in the US RMBS sector remain exposed to the high level ofmacroeconomic uncertainty, and in particular the unemployment rate.The unemployment rate fell to 4.8% in January 2017 from 4.9% inJanuary 2016. Moody's forecasts an unemployment central range of4.5% to 5.5% for the 2017 year. Deviations from this centralscenario could lead to rating actions in the sector. House pricesare another key driver of US RMBS performance. Moody's expectshouse prices to continue to rise in 2017. Lower increases thanMoody's expects or decreases could lead to negative rating actions.Finally, performance of RMBS continues to remain highly dependenton servicer procedures.

The rating upgrades are primarily due to the improvement of creditenhancement available to the bonds. The actions also reflect therecent performance of the underlying pools and Moody's updated lossexpectation on these pools.

The principal methodology used in these ratings was "US RMBSSurveillance Methodology" published in January 2017.

Factors that would lead to an upgrade or downgrade of the ratings:

Ratings in the US RMBS sector remain exposed to the high level ofmacroeconomic uncertainty, and in particular the unemployment rate.The unemployment rate fell to 4.8% in January 2017 from 4.9% inJanuary 2016. Moody's forecasts an unemployment central range of4.5% to 5.5% for the 2017 year. Deviations from this centralscenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance. Moody'sexpects house prices to continue to rise in 2017. Lower increasesthan Moody's expects or decreases could lead to negative ratingactions.

Finally, performance of RMBS continues to remain highly dependenton servicer procedures. Any change resulting from servicingtransfers or other policy or regulatory change can impact theperformance of these transactions.

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